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Foreign Company Options > Branch Office
Singapore
Foreign Company Registration:
Registering a Branch Office
Important Facts at a Glance
Legal Status
A Singapore Branch Office is the same entity as the foreign company (“Head
Office”) which is incorporated outside Singapore. Thereafter, a Branch
is not a separate entity but only an extension of its Head Office. Any
action against a Singapore Branch is equivalent to an action against the
Head Office. Please be advised
that most of the foreign companies prefer to register as a
subsidiary company in Singapore rather than a branch office.
Related Topic:
Branch Office vs. Singapore Subsidiary vs. Representative Office
Name
The name of a branch will have to be that of the Head Office and must be
approved by Accounting and Corporate Regulatory Authority ("ACRA").,
Activities
The activities of a Singapore Branch Office are governed by the MAA and/or By-laws of the
Head Office.
Accounts
A Branch Office in Singapore must file with ACRA annually its Head Office accounts
as well as its own audited accounts relating to its operations in
Singapore.
Annual General Meeting
The requirement to hold AGM depends on the law of the country of
incorporation of the foreign company.
Officers
A Singapore Branch is required to have at least 2 persons ordinarily resident in
Singapore to act as agents whose authority is to accept service of
process and notices required to be served on the company in Singapore.
These agents may not be companies themselves but must be natural
persons.
Shareholders
Depends on the constitution of the Head Office of the foreign company.
Statutory Registers
The requirements of keeping statutory registers and minute books in
Singapore are not applicable to a Branch.
Registered Office
A Branch must have a registered office situated within Singapore.
Registration Procedure & Requirements
The requirements for registration of a Singapore Branch Office of a foreign
company are prescribed by Singapore Companies Act. Application must be
made to Accounting and Corporate Regulatory Authority ("ACRA") for
approval of its name.
The following documents are required:
- A certified copy of its certificate of incorporation in the
foreign country;
- A certified copy of the instrument defining its constitution;
- A list of directors with their particulars;
- If any of the directors are resident in Singapore and are
members of the local board of directors, a memorandum stating the
powers of the local directors;
- A memorandum of appointment or power of attorney of two or more
local agents authorised to accept notices served on the branch on
its behalf. The local agents must be natural persons resident in
Singapore;
- A statutory declaration by the agent confirming particulars of
the branch;
- A notice of location of its registered office in Singapore.
If the original documents of the foreign incorporation are not in
English, certified translated copies in English must be filed with
ACRA.
Other Related Info
Incorporation in a foreign country - no matter what the resulting
entity may be called - creates a foreign company in the eyes of
Singapore Company Law.
Foreign companies investment has been the main force behind
Singapore's rapid development over the past 35 years. Singapore's
investment laws are clear and fair, and present few problems for
business. Foreign and local businesses are treated equally, there
are no production or local content requirements, and nearly all
sectors are open to 100 percent foreign ownership.
Residents and non-residents may hold foreign exchange accounts.
There are no controls or requirements on current transfers,
payments, or repatriation of profits.
Related Topics
Foreign Company Registration
Options in Singapore
Corporate Taxes
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